Terms and conditions of sale and delivery of BT Nyloplast GmbH

I. Scope, Deviating Purchase Conditions, Future Transactions, Prevailing Agreements

1. These Terms and Conditions of Sale and Delivery (hereinafter referred to as “GTC”) apply to all contracts concluded by us with our customers (hereinafter referred to as the “Buyer”) concerning our deliveries and other services, including our underlying offers and declarations of acceptance. They apply exclusively. Conflicting or deviating general terms and conditions of the Buyer shall not be recognized unless we have expressly agreed to them in writing in the individual case.
2. These GTC apply only to entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB). Within ongoing business relationships, they also apply to all future transactions, even if not expressly referred to in such transactions.
3. Individual agreements with the Buyer (including individual side agreements, supplements, and amendments) and deviating details in our offers or declarations of acceptance shall take precedence over these GTC.

II. Written or Text Form, Offers, Conclusion of Contract, Rights to Documents

1. All offers and declarations of acceptance, amendments, other side agreements, and arrangements made prior to or upon conclusion of the contract must be in written or text form (hereinafter referred to as “written”) to be legally effective. This also applies to the granting of quality guarantees.
2. Our offers are non-binding unless expressly designated or agreed as binding. The Buyer is bound by its offer for two weeks. A binding contract is concluded only with our written confirmation of the order received by us or, at the latest—deviating from clause II.1—upon acceptance of the delivery by the Buyer.
3. We retain ownership and copyright to illustrations, drawings, calculations, tools, designs, and other documents; they may not be made accessible to third parties, even in part. This applies in particular to documents marked as “confidential”; their disclosure to third parties requires our prior written consent.

III. Prices, Price Changes

1. Unless otherwise agreed, our prices are quoted in euros EXW BT Nyloplast Aichach (Incoterms 2020). Packaging, transport, and protective materials will be charged separately. Statutory value-added tax is not included in our prices and will be invoiced additionally.
2. If delivery is to take place more than four weeks after conclusion of the contract and no fixed price agreement has been made, we are entitled to adjust our prices appropriately in the event of changes in costs due to wages, salaries, taxes, as well as material and production costs.

IV. Delivery, Delivery Dates, Delay in Delivery, Force Majeure, Partial Deliveries

1. The delivery dates and periods specified in our order confirmations are non-binding unless otherwise expressly agreed. Delivery periods commence upon conclusion of the contract unless the Buyer is required to perform in advance. In such cases, the delivery period begins upon receipt of the performance to be rendered by the Buyer. Furthermore, delivery periods do not commence until all conditions for performance of the contract have been met, in particular all details of execution have been clarified. Timely delivery presupposes the Buyer’s compliance with the agreed payment terms.
2. In the event of non-delivery or delayed delivery by our own suppliers, we shall not be in default with respect to the Buyer unless we are responsible for such non-delivery or delay. If it becomes certain that delivery of the ordered goods by our suppliers will not take place despite the conclusion of a congruent covering transaction for reasons beyond our control, we shall be entitled to withdraw from the contract. Any statutory rights of withdrawal remain unaffected.
3. If we are in default of delivery, the Buyer may, in addition to delivery, claim compensation for any damage caused by the delay if such delay is attributable to intent or gross negligence on our part. In cases of slight negligence, our liability shall be limited to foreseeable, typical contractual damages, but not exceeding 10% of the value of the goods whose delivery is delayed.
4. Force majeure or other unforeseeable events (e.g., riots, lawful labor disputes or strikes, epidemics/pandemics, natural disasters, import/export bans, official measures), which temporarily prevent us from delivering the purchased item on the binding or non-binding agreed date or within the agreed period without fault on our part or attributable fault, shall extend such dates and periods by the duration of the impediment. If such events render delivery wholly or partially impossible or unreasonable, we shall be released from our delivery obligation or entitled to withdraw from the contract. If such an impediment causes a delay in performance of more than four months, both parties may withdraw from the contract. Any statutory rights of withdrawal remain unaffected.
5. Partial deliveries and invoicing thereof shall be permissible to the extent reasonable for the Buyer.

V. Transfer of Risk

1. Unless otherwise agreed, the risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer upon delivery EXW BT Nyloplast Aichach (Incoterms 2020). This shall also apply if we have assumed other services, such as shipping.
2. If dispatch or delivery is delayed at the request of the Buyer or due to circumstances for which the Buyer is responsible, the risk shall pass to the Buyer from the date of notification of readiness for dispatch or delivery.

VI. Payment Terms, Set-Off and Retention

1. Unless otherwise agreed, our invoices shall be payable within 14 days of the invoice date without deduction.
2. In the event of default in payment, we shall be entitled to charge default interest at the statutory rate applicable at the time. We reserve the right to claim further damages caused by delay.
3. The Buyer shall only be entitled to set-off or exercise a right of retention insofar as its counterclaims are undisputed or have been legally established.

VII. Retention of Title

1. We retain title to the delivered goods until full payment of all our claims arising from the business relationship with the Buyer.
2. The Buyer is obliged to handle the goods subject to retention of title with care and to insure them at its own expense against damage by fire, water, and theft at replacement value.
3. The Buyer may neither pledge the goods subject to retention of title nor assign them as security. In the event of seizure or other interventions by third parties, the Buyer must inform us immediately in writing.
4. The Buyer is entitled to resell the goods subject to retention of title in the ordinary course of business. The Buyer hereby assigns to us all claims arising from the resale against its customers or third parties, irrespective of whether the goods subject to retention of title have been resold without or after processing.
5. The processing or transformation of the goods subject to retention of title by the Buyer shall always be carried out on our behalf. If the goods subject to retention of title are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items at the time of processing.

VIII. Claims for Defects

1. The Buyer’s rights in respect of material defects and defects of title (including incorrect and short deliveries as well as improper assembly or inadequate assembly instructions) shall be governed by the statutory provisions unless otherwise provided below.
2. The Buyer must inspect the goods immediately upon receipt and notify us in writing of any defects without delay. The goods shall be deemed to have been approved if we do not receive such notification within seven days of receipt, or, in the case of hidden defects, within seven days of their discovery.
3. If the delivered item is defective, we may initially choose whether to provide subsequent performance by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery).
4. If the subsequent performance fails or is unreasonable for the Buyer, or if we refuse subsequent performance in accordance with statutory provisions, the Buyer may withdraw from the contract or reduce the purchase price.
5. Claims for damages or reimbursement of futile expenses shall be subject to the limitations in Section IX.

IX. Liability

1. We shall be liable for damages in accordance with the statutory provisions where such damages are caused intentionally or by gross negligence.
2. In cases of simple negligence, we shall only be liable:
   a) for damages resulting from injury to life, body or health, and
   b) for damages resulting from a breach of essential contractual obligations (obligations the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the contractual partner regularly relies and may rely). In such cases, our liability shall be limited to the foreseeable, typically occurring damage.
3. The above limitations of liability shall also apply in favour of our legal representatives and vicarious agents if claims are asserted directly against them.

X. Statute of Limitations

1. The limitation period for claims arising from material defects and defects of title shall be one year from delivery.
2. This shall not apply to claims for damages due to injury to life, body, or health, or to claims arising from intentional or grossly negligent breaches of duty. These claims shall become statute-barred in accordance with the statutory provisions.

XI. Place of Performance, Jurisdiction, Governing Law, Severability

1. The place of performance for all obligations arising from the contractual relationship shall be Aichach, Germany.
2. If the Buyer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship shall be Augsburg, Germany.
3. German law shall apply exclusively, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
4. Should individual provisions of these GTC be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected.